Process Agreement between Maxwell Tech. and ABB Power Tech.


Table of Contents


 EXHIBIT 10.1 
  

					
	[ABB Logo]	  	Doc No.	  	610 BI 0016
	 	  	 Rev. ind.
	  	 -

	 	  	 Date
	  	 2004-04-16

	 	  	 From
	  	 Lena Hammargren

	 	  	 Dept.
	  	 PT HV/HV/B

	 	  	 Phone
	  	 +46 240 783705

	 	  	 Fax
	  	 +46 240 782881

	 	  	 E-mail
	  	 lena hammargren@se.abb.com


  

	To:	Mr. Etienne Savary, Business Unit Manager HV Capacitors 

  
 Copy to: 
  
  
  
  
  
  
 Process Agreement 
  
  
  
 between 
  
 Maxwell Technologies SA 
  
 and 
  
 ABB Power
Technologies AB 
  
  
  
 High Voltage Products/Circuit Breakers 
  
  
  
 ABB Power Technologies AB 
  


									
	     Postadress / Postal adress:
     ABB Power Technologies AB
     High Voltage Products
     SE 771 80 LUDVIK.A
     Sweden
	 	 Besoksadress /
 Visiting adress:
 Lyviksvagen 4
   Ludvika
	 	 Ytelefon / telephone:
 0240-78 20
 +46 240 78 20 00
	  	Telefax
0240-78 32 20
+46 240 78 32 20	  	Bankgiro / Bank details
882-0912
Org nr/VAT No:
SE5560 18-0720

  






Table of Contents


 
CONTENTS 
  

			
	 
1.      Parties and Purpose of the Supplier Process Agreement
	  	3
	 
2.      Scope of Supply and Prices
	  	3
	 
3.      Validity and Continuation
	  	3
	 
4.      Designs and Technical Specifications
	  	4
	 
5.      Co-operation and Supplier Rating
	  	4
	 
6.      Stock-keeping / Responsibilities
	  	4
	 
7.      Forecasting
	  	4
	 
8.      Orders, Order Acknowledgement, Order Changes, and Order Cancellation
	  	5
	 
9.      Delivery Time
	  	5
	 
10.    Delivery Terms
	  	6
	 
11.    Deliveries and Transportation
	  	6
	 
12.    Accuracy of Delivery
	  	6
	 
13.    Liquidated Damages for Delay in Delivery
	  	7
	 
14.    Packing and Palletizing
	  	7
	 
15.    Delivery Documents
	  	7
	 
16.    Customs Clearance
	  	8
	 
17.    Invoicing
	  	8
	 
18.    Complaints and Complaint Handling Compensations
	  	8
	 
19.    Export Control
	  	8
	 
20.    Logistics Development Plan
	  	9
	 
21.    Patents and other rights
	  	9
	 
22.    Confidentiality
	  	9
	 
23.    Termination — Breach of contract
	  	10
	 
24.    Product liability
	  	10
	 
25.    Choice of law and arbitration
	  	10
	 
26.    Scope
	  	10

  

 2 







Table of Contents


 
1. Parties and Purpose of the Supplier Process Agreement 
  
 This Agreement is entered into by Maxwell Technologies SA, CH-1728 Rossens, Switzerland (hereinafter “Supplier”) and ABB Power Technologies AB, High Voltage Products/Circuit Breakers (hereinafter
‘Buyer”). If other ABB companies join the Supplier Process Agreement, all the Appendices should be updated to contain the local Buyer specific information. A separate Supplier Process Development Plan described in chapter 20. Supplier
Process Development Plan should be made separately for every company that is included in the agreement. 
  
 The purpose of this Agreement is to improve the transparency throughout the whole supply chain, to raise the level of quality, to enhance the on time
delivery performance, to intensify the collaboration, and to build up industry leading logistical practices. 
  
 These goals are achieved with a concrete action plan described in chapter 20. Supplier Process Development Plan. 
  
 This Agreement is based on mutual trust and co-operation. 
  
 
2. Scope of Supply and Prices 
  
 The Supplier undertakes to deliver to the Purchaser, during the Agreement period, the items described in Enclosure 1 and in accordance with the technical specification and the terms and conditions stated in this Agreement. 
  
 Prices agreed in appendix 1 are fixed during the validity of this agreement.
During the agreement period the parties shall work towards reduction in costs. Reduction in costs can be achieved by, for example, change of methods of production, simplified administration or increased productivity. Reduction of costs shall lead to
reduction the price payable by ABB. 
  
 It is suggested, if
agreement should be renewed for a long-term period, to discuss the pricing year 2007 in month 09 year 2006. 
  
 If the parties agree to include in this agreement products other than the items described in Enclosure 1, the additional products shall be priced in
accordance with the intentions of this agreement. Pricing shall in such instances be based on the price of equivalent items, adjusted with regard to any difference in costs. 
  
 
3. Validity and Continuation 
  
 This Agreement shall take effect from the time it is signed by both parties and shall be valid for three years. If other companies join, it becomes effective to them on the date they sign the agreement. 
  
 The main item of this Agreement, 20. Supplier Process Development Plan, shall
be reviewed minimum once per year to extend the development actions for an additional year. Thus, the Supplier Process Development Plan will always cover the next two years 
  

 3 







Table of Contents


 In the event the Agreement is terminated, the Supplier is obliged to return to the Buyer all property belonging the Buyer

  
 This Agreement supersedes all other previous declarations on
intent, oral or written, insofar as they are within the scope of this Agreement. 
  
 
4. Designs and Technical Specifications 
  
 The Supplier must have and maintain official technical drawings from every part supplied, which are under the Supply Agreement, Enclosure 1. When the ABB Extranet—tool “Documentation & Part List” on
the Advanced Supply Chain Collaboration—Internet pages is installed, this tool will be used for transferring the necessary documentation. 
  
 The supplier must inform and get an written approval from ABB in good time before proposed technical or other changes to the product, that may affect
ABB’s or the end customer’s utilisation of these. 
  
 
5. Co-operation and Supplier Rating 
  
 The parties shall meet minimum once per year to follow up and to further develop their co-operation. A recommended agenda for such meetings is presented in Appendix 2. 
  
 
6. Stock-keeping / Responsibilities 
  
 Buyer requires an on-time-delivery performance and availability of 100%. Supplier is obliged to keep a stock level that guarantees the requirement. If needed, buffer quantities can be agreed upon in Appendix 3. 
  
 The part quantities the Buyer is responsible for in cases that result in
obsolescent stock are listed in Appendix 3. If possible, an old revision is used wholly before a newer is taken in use. 
  
 
7. Forecasting 
  
 The Buyer
shall provide the Supplier with a forecast. The Supplier shall visit the Advanced Supply Chain Collaboration—internet pages for forecast instructions and forecast information minimum once a week according to the to the instructions found on the
pages to run the online forecast report. It is recommended to run the report frequently to stay updated about the demand situation. 
  
 The Supplier has to check the sufficiency of its capacity, materials, and buffers according to the forecast plus in Appendix 4 agreed flexibility taking
into account vacations and other production disruptions and either commit within one week to the quantities or inform the Buyer about possible problems in deliveries. 
  
 The Buyer shall not be obligated to place orders in accordance with any such forecast. Unless otherwise agreed Supplier
accepts and agrees that such forecasts are for 
  

 4 







Table of Contents


 estimating and scheduling purposes only and shall not be deemed a guarantee of any minimum or maximum volume. 

 
 
8. Orders, Order Acknowledgement, Order Changes, and Order Cancellation 
  
 The order and order acknowledgement procedure is defined in Appendix 5. The time between 1.1 (Placing order) and 1.3 (Order acknowledgement) in Picture 1
is set out in Appendix 5. Unless otherwise agreed in Appendix 5, an acknowledgement time of two working days shall be used. 
  
 The Buyer has right to change the order. If the demand for change occurs after the defined Order change time the solution has to be agreed by both
parties. The terms for order changing are defined in Appendix 5. 
  
 The Buyer has right to cancel the order. If the demand for cancellation occurs after the defined Order cancellation time the solution has to be agreed by both parties. The terms for order cancellation are defined in Appendix 5. In case a
better solution cannot be found, the supplier has the right to ask for a charge on percentage of completion according to Equation 1. 
  

						
	 	  	 	  	 	 
	 cancellation compensation  =
	  	 *

	  	x 	*
	 	  	*	  	 	 

  
 In case the Supplier
acknowledges a delivery time longer than the agreed in Appendix 6, the Supplier is obliged to contact the Buyer by phone and confirmed facsimile with the acknowledgement information. 
  
 
9. Delivery Time 
  
 The delivery
process and delivery time are defined in Appendix 6. The delivery time for each material or material group is defined as the time between 1.1 (Placing order) to 1.8 (Receiving goods), visualised in Picture 1. 
  
 Supplier shall notify Buyer in written form immediately of any deviations
from the acknowledged delivery time. 
  
 The supplier has the
objective to shorten the production lead times to be shorter than the delivery time. Until this goal is met, the Supplier meets the agreed delivery time and flexibility by keeping buffer stock. 
  
  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 5 







Table of Contents


 
10. Delivery Terms 
  
 The
delivery term is specified per local Buyer in Appendix 7 according to Incoterms 2000. 
  
 In case the Supplier is responsible for the transportation from Supplier to Buyer location. Supplier is fully responsible for the deliveries to be exactly on time. If the transportation provider fails to perform as
agreed, Supplier is required to take immediate corrective actions to minimise the harmful effects. Supplier is responsible for all costs associated with the delay and must notify Buyer immediately when delay is notified. 
  
 
11. Deliveries and Transportation 
  
 Supplier shall use the Buyer’s forwarder for all deliveries. Supplier shall ask the Buyer the needed forwarder information. 
  
 Partial deliveries are not allowed unless separately agreed upon in written. 
  
 The supplier shall agree procedures for express deliveries separately with Buyer case by case. The express tracking number
always has to be notified to the Buyer. The Supplier is obliged to use the transportation contracts of Buyer in case the transportation cost of the express delivery is agreed to be paid by Buyer. 
  
 The Supplier shall deliver delayed deliveries in the fastest way according to
the Buyers time demand. Delayed deliveries are always at the Supplier’s expense. In the event of delay, the Supplier shall when delay is noticed or upon Buyer enquiry promptly by giving Buyer the first priority take such actions as are
satisfactory to the Buyer to enable the delivery. Actions should include but not be limited to night work, over time, weekend work, work on religious holidays, airfreight, taxi transportation, and postponing vacations. 
  
 The Supplier will always immediately inform the Buyer when delay is expected.
The Supplier shall check the late deliveries from the Advanced Supply Chain Collaboration—Internet pages once a week according to the to the instructions found on the pages. 
  
 
12. Accuracy of Delivery 
  
 The
Supplier is committed to 100% delivery reliability. 
  
 Both the
Supplier and the Buyer shall monthly measure the Supplier’s delivery reliability and report the measurements quarterly, with a quarter year summary. The exact delivery deviations are measured against acknowledged delivery date. The acknowledged
delivery date shall not at any point be longer than the date calculated by using the agreed delivery time as basis. 
  

 6 







Table of Contents


 Delivery term FCA 
  
 Responsibility of Supplier 
  

Supplier will measure the on time delivery on monthly base to Buyer according to below: 
  
 The number of deliveries promptly made out of the total number of deliveries during the period. Only complete deliveries and
error free order items shall be taken into account. 
  
 Deliveries
within -7/+0 calendar days from the agreed delivery date shall be considered to have been made on time. 
  
 If the delivery performance (OTD%) is below 98% in any month, the Supplier is committed to make report of every delayed delivery including root cause
analysis and corrective actions and send it to the Buyer by the 15th of the successive month. If Buyer requests monthly reporting, the Supplier shall report OTD% to the Buyer by the 5th of the successive month. 
  
 Responsibility of Buyer 
  
 Buyer will measure the on time delivery with the current business
information system. 
  
 
13. Liquidated Damages for Delay in Delivery 
  
 Penalty for delayed deliveries: 
  
 *% of delayed amount per working day, max *%. 
  
 
14. Packing and Palletizing 
  
 The packing material shall be environmentally friendly according to ISO 14001 and appropriate for the purpose. The package material shall if required be of anti-static type in order to avoid ESD damage of electronic components. The
containers or packing shall protect the material from damage in transit, facilitate further handling at Buyer and maintain optimum costing in view of the overall process. Closer information can be found on the Advanced Supply Chain
Collaboration—Internet site. 
  
 
15. Delivery Documents 
  
 Each
delivery must be identified with delivery document(s). The packing list must include the despatch note number, order number, position number, Buyer’s part number, part explanation, quantity, product line, destination, address, and a bar code
including the despatch note number, order number, position number, and quantity. The packing list shall be attached to every separate pallet. Closer information can be found on the Advanced Supply Chain Collaboration—internet site. The supplier
is responsible to provide the transportation company with the necessary documentation. 
  
  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 7 







Table of Contents


 
16. Customs Clearance 
  
 Supplier shall upon request prove the origin of goods and their customs code and unit weight in accordance with the nomenclature used by the EU. The deliveries have to comply with all applicable regulations e.g. US regulations, among
others, the Export Control Regulations and customs regulations. 
  
 
17. Invoicing 
  
 Principally
electronic means are used for invoicing. The invoices shall quote Buyer’s order number, position, and price. Supplier shall invoice in currency agreed in the Supply Agreement. Invoicing practice is defined in Appendix 8. 
  
 Terms of payment are 60 days net. 
  
 
18. Complaints and Complaint Handling Compensations 
  
 In case the Supplier delivers a defective product or material, a replacement shall be delivered in the most effective way according to the Buyers time demand. The Buyer makes the decision whether a replacement shall
be delivered. Transportation costs for these deliveries are always at Supplier’s expense. The Buyer may also choose to correct the defect itself. The Buyer is allowed to compensation for costs that have been accumulated due to changing the
defective product or material to a faultless one or due to Buyer correction of the defect. The Buyer may choose to receive a credit note as compensation for the defective material. 
  
 By request of the Supplier, the defect material will be sent back to Supplier if a replacement has taken place.
Transportation costs for the returned parts or materials are always at Supplier’s expense. 
  
 Buyer has the right to charge Supplier * EUR for every complaint made as a complaint-handling fee. 
  
 Other compensations shall be determined according to the Supply Agreement
enclosure XX. 
  
 Complaint handling is defined in Appendix 9.

  
 
19. Export Control 
  
 Supplier
has acquainted itself with the valid statutes on export and import control concerning the deliveries for the Buyer and is committed to abide by them or Buyer has to provide the Supplier with the needed documentation. 
  
  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 8 







Table of Contents


 The Supplier shall upon demand by ABB provide, without charge to ABB, certificates of origin and other
documents in order to establish the origin of the Products in accordance with relevant trade agreements 
  

							
	 ABB Power Technology Products AB
	  	VAT NO:	  	SE 556012224301	  	 
				
	 Maxwell Technologies AS
	  	VAT NO:	  	140746	  	 

  
 
20. Logistics Development Plan 
  
 The Supplier Process Development Plan is a three-year development commitment between the parties and is described in detail in Appendix 10. 
  
 
21. Patents and other rights 
  
 The Supplier shall hold ABB harmless for all damage that may ensue from disagreement concerning alleged or actual infringements of patents, copyright, trademarks, trade names or other rights, through the utilization of the Supplier’s
Products, systems. programmes or documentation, 
  
 In case of
infringement, the Supplier shall, for its own account, safeguard ABB’s right to continue utilizing the Products, or alter the Products so that there is no longer an infringement, or replace the Products with equivalent products so that the
utilization of which does not infringe. 
  
 Rights to ideas,
inventions, know-how emanating from the parties’ cooperation shall vest in the originator. Where the Supplier is the originator or author, ABB shall be licensed to make use of the idea, invention, etc., in consideration of the payment of
reasonable fees. 
  
 
22. Confidentiality 
  
 Technical or commercial information obtained by ABB from the Supplier, and vice versa, in the course of their commercial relations, shall be treated in confidence by the recipient party for five years thereafter 
  
 The duty of confidentiality shall not apply to information: 
  

	 	a)	already known to the recipient, when he took part thereof in the circumstances above defined; 

  

	 	b)	properly provided by third party to the recipient; or, 

  

	 	c)	which is or becomes generally available through other means than breach of this clause. 

  

 9 







Table of Contents


 
23. Termination – Breach of contract 
  
 The Supplier and ABB may immediately terminate this agreement or cancel any binding order placed by giving written notice to the other party, if the other party has: 
  

	 	a)	committed a fundamental breach of the agreement and in spite of a written demand to remedy the breach no suitable measures have been taken to do so within 30 days of receipt of such
demand; 

  

	 	b)	become unable to pay its debts or entered into compulsory or voluntary liquidation; 

  

	 	c)	Prices agreed upon in Enclosure 1 are assumed to be competitive. Unreasonably high prices, which the parties cannot agree upon, are also cause for termination of this agreement.


  
 
24. Product liability 
  
 The
Supplier shall take out necessary insurance’s to protect himself and ABB against all claims and costs arising from faulty Products delivered by the Supplier. 
  
 
25. Choice of law and arbitration 
  
 The parties agree to submit to arbitration in accordance with the rules of Arbitration Institute of the Stockholm Chamber of Commerce 
  
 This agreement shall be governed by Swedish law. 
  
 
26. Scope 
  
 This Agreement
supersedes all other previous declarations on intent, oral or written, insofar as they are within the scope of this Agreement. 
  
 Appendixes to the Agreement: 
  

			
	 Picture 1
	  	Order - delivery flow
		
	 Appendix 1
	  	Products, prices
		
	 Appendix 2
	  	Recommended agenda for seasonal meetings
		
	 Appendix 3
	  	Buffer quantities and stock responsibilities.
		
	 Appendix 4
	  	Forecast flexibility
		
	 Appendix 5
	  	Order, order acknowledgement, order change, and order cancellation procedure
		
	 Appendix 6
	  	Delivery time
		
	 Appendix 7
	  	Delivery terms

  

 10 







Table of Contents



			
		
	 Appendix 8
	  	Invoicing
		
	 Appendix 9
	  	Complaint process
		
	 Appendix 10
	  	ASCC

  

 11 







Table of Contents


 This Agreement has been executed in two identical copies, one for both parties. 
  
 Ludvika, 2004-04-16 
  

									
	ABB Power Technologies	 	 	 	Maxwell Technologies SA
			
	High Voltage Products	 	 	 	HV Capacitors
			
	 Circuit Breakers
	 	 	 	 
				
	 /s/ Hans Linder

 Hans Linder
	 	 	 	 	 	  

 Etienne Savary

	Supply Chain Manager	 	 	 	 	 	Business Unit Manager

  

									
	 	 	 	 	 
				
	 /s/ Lena Hammargren

 Lena Hammargren
	 	 	 	 	 	 
	Supplier Manager	 	 	 	 	 	 

  

 12 







Table of Contents



											
	        [ABB Logo]        	  	 Process agreement
 Appendix 1: Products, prices, qualification tests for jointed porcelain
 Annexe 1 Mechanical test planned,
Annexe 2 Electrical test planned in
 RTH / Zurich CH



									
	 Department
	 	Issued by:	 	Date:	 	Approved by:	 	Page
	 PTHVP/BI
	 	Lena Hammargren	 	2004-04-16	 	Hans Linder	 	1(6)

  

 13 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	 ABB Power Technologie Product AB, LUDVIKA
 HV Product /
Circuit breaker
	 	Price list HO-300551 mod.4

  
  

																															
	 Standard
type

	  	 Non-
 standard
type

	  	Make-
to-
order
product

	  	Type CONDIS

	  	Maxwell drawing

	  	Type ABB
Ludvika

	  	Voltage
[kV]

	  	Capacitance
[pF]

	  	Length
[mm]

	  	Creepage
[mm]

	  	Colour

	  	 Price/unit
2004

	  	Price/unit*
1st
July
‘004

	  	Price/unit*
1st
Sept
2004

	  	Price/unit
2005

	  	Price/unit
2006


	 	  	0-24	  	 	  	CDOR0028N30	  	T100C1480B284N30	  	5417030-10	  	100	  	4800	  	1400	  	4525	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0029N80	  	T100C1480B284N80	  	5417030-15	  	100	  	4800	  	1400	  	4525	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0022N30	  	T100C1160B314N30	  	5417029-20	  	110	  	1600	  	1400	  	4525	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0023N80	  	T100C1160B314N80	  	5417029-25	  	110	  	1600	  	1400	  	4525	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	 	  	x	  	CDOR0556N80	  	Q130C1160B714N80	  	1HSB445417-8	  	130	  	1600	  	1785	  	5802	  	grey	  	*	  	*	  	*	  	*	  	*
	 150
	  	 	  	 	  	CDOR0024N10	  	T13001160B714N10	  	5417029-10	  	130	  	1600	  	1800	  	5250	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	24	  	 	  	CDOR0025N60	  	T130C1160B714N60	  	5417029-15	  	130	  	1600	  	1800	  	5250	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0026N30	  	T170C1160B864N30	  	5417029-30	  	170	  	1600	  	1950	  	6315	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	 	  	x	  	CDORC557N80	  	Q170C1160C064N80	  	1HSB4454-17-7	  	170	  	1600	  	2135	  	7192	  	grey	  	*	  	*	  	*	  	*	  	*
	 10001
	  	 	  	 	  	CDOR0032N30	  	T170C1160C064N30	  	5417032-20	  	170	  	1600	  	2150	  	7180	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	 	  	 	  	CDOR0032N31	  	T170C1160C064N31	  	5417032-50	  	170	  	1600	  	2150	  	8250	  	brown	  	For standardisation, will be replaced by CDOR0032N33 5417032-70 with creepage 8800mm
	 	  	30-150	  	 	  	CDOR0032N33	  	T170C1160C064N33	  	5417032-70	  	170	  	1600	  	2180	  	8800	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	 	  	x	  	CDOR0032N32	  	T170C1160C064N32	  	5417032-60	  	170	  	1600	  	2180	  	8800	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	36	  	 	  	CDORC033N80	  	T170C1160C064N80	  	5417032-25	  	170	  	1600	  	2150	  	7180	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	 	  	x	  	CDOR0558N80	  	Q130C0500B714N80	  	similar 5417029-10	  	130	  	500	  	1785	  	5802	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0560N10	  	T130C05008714N10	  	1HSB445417-1	  	130	  	500	  	1800	  	5250	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0501N60	  	T130C05008714N60	  	1HSB445417-2	  	130	  	500	  	1800	  	5250	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0722N30	  	T170C05008864N30	  	1HSB445417-3	  	170	  	500	  	1950	  	6315	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0723N80	  	T170C05008864N80	  	1HSB445417-4	  	170	  	500	  	1950	  	6315	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	 	  	x	  	CDOR0559N80	  	Q170C0500C064N80	  	similar 5417032-20	  	170	  	500	  	2135	  	7192	  	grey	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0562N30	  	T170C0500C064N30	  	1HSB445417-5	  	170	  	500	  	2150	  	7180	  	brown	  	*	  	*	  	*	  	*	  	*
	 	  	0-24	  	 	  	CDOR0563N80	  	T170C5500C064N80	  	1H58445417-6	  	170	  	500	  	2150	  	7100	  	grey	  	*	  	*	  	*	  	*	  	*



	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 14 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	 ABB Power Technologie Product AB, LUDVIKA
 HV Product /
Circuit breaker
	 	Price list HO-300551 mod.4

  

			
	 Over Cost for painting:
	  	*.—/capacitor
	 Delivery time:
	  	see table in contract
	 Min quantity per delivery:
	  	* pces
	 Delivery conditions:
	  	FCA, Rossens
	 Payment:
	  	30 days net (for 90 days: price increase *%)
	 Validity of the price list:
	  	From date of signature to December 2006 (order entry; delivery max march 2007)
	 Packaging:
	  	6pces per crates included
	 Treatment of the crates:
	  	NIMP 15 included
	 Identification at the crates:
	  	 •       acknowledgement nber (included in the crates
nber)
 •       Serial nber of capacitor

	 	  	A bar code will be introduced in the current 2004.
	 Delivery document:
	  	One Packing list per delivery
	 Acknowledgement time:
	  	4 days, for composite 10 days 14 days since 1.1.2005)
	 Penalties against delays in delivery:
	  	*% of delayed amount per working day, max *%.

  
 Glueded porcelain will
be accepted when the capacitor has passed the vibration and electrical type tests according STC 12.0130 (dated: 15 march 2004) 
  
 Rossens, 15th March 2004 
  

			
	 Etienne Savory
 Maxwell technologies SA
 Business Unit Manager
 HV capacitors
	 	 Alain Riedo
 Maxwell technologies SA
 Managing Director


  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 15 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	Qualification tests for jointed porcelain	 	STC12.0130

  

															
	 	  	Mecanical Tests

	  	Electrical Test


	 Reference Insulator

	  	 MXWL
 capacitor type

	  	Insulator
Supplier

	  	 	  	Bending load
test

	  	Burst pressure
test

	  	 Vibration
 test

	  	 Type
 Test


	 *
 *
 *
	  	CDOR0455N40	  	A	  	Date	  	March 2004	  	March 2004	  	April 04	  	April 2004
	  	  	  	Place	  	Supplier A	  	Supplier A	  	 	  	ETH Zurich
	  	  	  	 Test Report
	  	 	  	 	  	 	  	 
	  	  	  	Requested Value	  	*	  	*	  	See Annexe 1	  	See Annexe 2
	  	  	  	Result	  	 	  	 	  	 	  	 
								
	 *
 *
 *
	  	CDOR0024N10	  	B	  	Date	  	Covered
by insulator
17.14021-01	  	Covered
by insulator
17.14021-01	  	Covered
by insulator
17.14021-01	  	Covered
by insulator
17.14021-01
	  	  	  	Place	  	  	  	  
	  	  	  	 Test Report
	  	  	  	  
	  	  	  	Requested Value	  	  	  	  
	  	  	  	Result	  	 	  	 	  	 	  	 
								
	 *
 *
 *
	  	CDOR0032N30	  	B	  	Date	  	May 2004	  	May 2004	  	June 2004	  	June 2004
	  	  	  	Place	  	Supplier B	  	Supplier B	  	 	  	ETH Zürich
	  	  	  	 Test Report
	  	 	  	 	  	 	  	 
	  	  	  	Requested Value	  	*	  	*	  	See Annexe 1	  	See Annexe 2
	  	  	  	Result	  	 	  	 	  	 	  	 

  
 15th march 2004 
  
 E. Savary 
  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 16 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	Annexe 1	 	STC12.0130

  
 Mechanical test planned 
  

									
	 1.      Vibration Test
	  	Frequence:	  	*	  	 	  	 
	 	  	Increasing rate:	  	*	  	 	  	 
	 	  	Nb of sweeps:	  	*	  	 	  	 
	 	  	Temperature:	  	*	  	 	  	 
					
	 2.      Vibration Test
	  	Frequence:	  	*	  	 	  	 
	 	  	Deplacement:	  	*	  	 	  	 
	 	  	Nb of axe:	  	*	  	 	  	 
	 	  	Nb of sweeps:	  	*	  	 	  	 
	 	  	Temperature:	  	*	  	 	  	 
					
	 3.      Mechanical shocks
	  	Shocks:	  	*	  	 	  	 
	 	  	Duration	  	*	  	 	  	 
	 	  	Nb of shocks:	  	*	  	 	  	 
	 	  	Nb of axe:	  	*	  	 	  	 
	 	  	Temperature:	  	*	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 4.      Mechanical shocks
	  	Shocks:	  	*	  	 	  	 Acceptance criteria
 according customer’s
 specifications (as good as
 experience made on one
 piece porcelain)

	 	  	Duration:	  	*	  	 	  
	 	  	Nb of shocks:	  	*	  	 	  
	 	  	Nb of axe	  	*	  	 	  
	 	  	Temperature	  	*	  	 	  
	 	  	 	  	 	  	 	  
	 5.      Mechanical shocks
	  	Shocks	  	*	  	 	  
	 	  	Duration	  	*	  	 	  
	 	  	Nb of shocks:	  	*	  	 	  
	 	  	Nb of axe:	  	*	  	 	  
	 	  	Temperature:	  	*	  	 	  
	 Repetition of routine test (*% of test voltage)
	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 4.      Mechanical shocks
	  	Shocks	  	*	  	 	  	 
	 	  	Duration	  	*	  	 	  	 
	 	  	Nb of shocks:	  	*	  	 	  	 
	 	  	Nb of axe:	  	*	  	 	  	 
	 	  	Temperature:	  	*	  	 	  	 
	 Repetition of routine test *% of test voltage)
	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 5.      Mechanical shocks
	  	Shocks	  	*	  	 	  	 Test for information (took
 for the limits)

	 	  	Duration	  	*	  	 	  
	 	  	Nb of shocks:	  	*	  	 	  	 
	 	  	Nb of axe:	  	*	  	 	  	 
	 	  	Temperature:	  	*	  	 	  	 
	 Repetition of routine test (*% of test voltage)
	  	 	  	 	  	 

  
 15th march 2004 / SaE 


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 17 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	Annexe 2	 	STC12.0130

  
 Electrical test planned in ETH /
Zurich CH 
  

					
	 1.      C, Loss factor measurement
	  	*	  	 
	 2.      PD measurement
	  	*	  	 
	 3.      Test Voltage
	  	*	  	 
	 4.      PD measurement
	  	*	  	 
	 5.      C. Loss factor measurement
	  	*	  	 
	 6.      Switching impulse Sil *
	  	*	  	 
	 7.      Lightning impulse BIL *
	  	*	  	 
	 8.      Chopped lightning impulse *
	  	*	  	 
	 9.      Lightning impulse BIL *
	  	*	  	 
	 10.    C, Loss factor measurement
	  	*	  	 
	 11.    PD measurement
	  	*	  	 
	 12.    Test Voltage
	  	*	  	 
	 13.    PD measurement
	  	*	  	 
	 14.    C, Loss factor measurement
	  	*	  	 

  
 15th march 2004 / SaE 
  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 18 







Table of Contents



											
	        [ABB Logo]        	  	 Process agreement
 Appendix 2: Recommended agenda for seasonal meetings



									
	 Department
	 	Issued by:	 	Date:	 	Approved by:	 	Page
	 PTHVP/BI
	 	Lena Hammargren	 	2004-04-16	 	Hans Linder	 	1(1)

  
 The Buyer has the
right to have regular meetings with the Supplier, where the suggested agenda would be the following: 
  
 Action Items 
  
 Target
review 
  

	 	•	Process plan items 

  

	 	–	flexibility 

  

	 	–	lead times 

  

	 	–	OTD 

  

	 	–	advanced transactions (EDI, kanban, VMI etc.) 

  

	 	•	Quality 

  

	 	•	Other 

  
 Rating 
  

	 	•	Rating of previous quarter(s) 

  
 Last minute of meeting 
  

	 	•	Open issues from the last meeting 

  
 Availability 
  

	 	•	OTD reports by Buyers’ Plants measured by Buyer and Supplier 

  

	 	•	The accuracy and development of forecasts 

  

	 	•	Volumes, rolling forecast for coming 12 months 

  
 Quality 
  

	 	•	Quality data of supplier products 

  

	 	•	Quality data of supplier process 

  

	 	•	The status of complaints 

  
 Cost 
  

	 	•	Raw material price development, availability, possible problems 

  

	 	•	Activities to reduce cost 

  
 Processes 
  

	 	•	Advanced transactions 

  

	 	•	Review of logistics and transportation 

  

	 	•	etc. 

  
 Other 
  

	 	•	New possibilities of improvements 

  

	 	•	Qualification and timing of new goals 

  

	 	•	Obsolete material 

  

	 	•	Next meeting 

  

 19 







Table of Contents



											
	        [ABB Logo]        	  	 Process agreement
 Appendix 3: Buffer quantities
 Appendix 4: Forecast flexibility



									
	 Department
	 	Issued by:	 	Date:	 	Approved by:	 	Page
	 PTHVP/BI
	 	Lena Hammargren	 	2004-04-16	 	Hans Linder	 	1(2)

  

 20 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	Appendix 3	 	 

  

													
	 Article number

	  	Description

	  	Batch
size

	  	Buffer
quantity

	  	Delivery
time

	  	Transportation
time

	  	Total
delivery
time



  

 21 







Table of Contents



			
	[MAXWELL LOGO]	 	CONDIS
		
	Appendix 5	 	 

  

															
	 Local Buyer

	  	Buyer order
process

	  	Order
methode

	  	Order
acknowledgement
method

	  	Product time

	  	Order
acknowledgment
working days

	  	Order change
time working
days

	  	Order
cancellation
time working
days


	 ABB PT HV/HV/B
	  	771 80 Ludvika	  	ASCC	  	ASCC	  	Std product	  	4	  	15	  	25
	 ABB PT HV/HV/B
	  	771 80 Ludvika	  	ASCC	  	ASCC	  	Non std product	  	4	  	20	  	35
	 ABB PT HV/HV/B
	  	771 80 Ludvika	  	ASCC	  	ASCC	  	Make to order
product	  	10	  	25	  	40

  
 Appendix 6 
  

													
	 	  	Delivery time


	 Local Buyer

	  	Delivery adresse

	  	Order
methode

	  	Product time

	  	Delivery time
excl.
Transport.-
time working
days

	  	Transport.-
time
working
days

	  	Total
Delivery
time
working
days


	 ABB PT HV/HV/B
	  	ABB Power
Technologies
Brytarterminalen Torg
62 771 80 LUDVIKA	  	ASCC	  	Std product	  	25	  	5	  	30
	 ABB PT HV/HV/B
	  	ABB Power
Technologies
Brytarterminalen Torg
62 771 80 LUDVIKA	  	ASCC	  	Non std product	  	50	  	5	  	55
	 ABB PT HV/HV/B
	  	ABB Power
Technologies
Brytarterminalen Torg
62 771 80 LUDVIKA	  	ASCC	  	Make to order
product	  	70	  	5	  	75

  

 22 







Table of Contents



											
	        [ABB Logo]        	  	 Process agreement
 Appendix 7: Delivery terms



									
	 Department
	 	Issued by:	 	Date:	 	Approved by:	 	Page
	 PTHVP/BI
	 	Lena Hammargren	 	2004-04-16	 	Hans Linder	 	1(2)

  

 23 







Table of Contents



											
	        [ABB Logo]        	  	 Process agreement
 Appendix 10: ASCC



									
	 Department
	 	Issued by:	 	Date:	 	Checked/approved:	 	Page
	 PTHVP/BI
	 	Lena Hammargren	 	2004-04-16	 	Hans Linder	 	1(1)

  

					
	 Webbadress
	  	*	  	 
	 Log in
	  	*	  	 
	 Password
	  	*	  	 
	 Login intervall for Transactions:
	  	*	  	 
	 Login interval for Forecast:
	  	*	  	 

  
  
  
  


	*	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


  

 24